Page 7 of 13 – SEC Filing
Item 3.
Source and Amount of Funds or Other Consideration
The
funds for the purchase of Shares came from the investment capital of Sabby Healthcare and Sabby Volatility, which are managed by
Sabby Management.
No
borrowed funds were used to purchase the Shares, other than any borrowed funds used for investment purposes in the ordinary course
of Sabby Healthcare’s and Sabby Volatility’s business.
Item 4. Purpose of Transaction
The Reporting Persons have acquired their Shares of the Issuer
for investment. The Reporting Persons evaluate their respective investments in the Shares on a continual basis.
On January 2, 2018, the Reporting Persons sent to the Board
of Directors of the Issuer a letter (the “Letter”) expressing dissatisfaction with recent actions taken by the Issuer’s
Board of Directors. A copy of the Letter is filed as Exhibit 2 to this Schedule 13D and is incorporated
herein in its entirety by reference. Except as set forth in the letter to the Issuer’s Board
of Directors filed as an exhibit attached hereto, the Reporting Persons have no present plan or proposal that would relate to or
result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Reporting Persons from time to time intend
to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition,
results of operations and prospects, general economic and industry conditions, the securities markets in general and those for
the Issuer’s Shares in particular, as well as other developments and other investment opportunities. Based upon such review,
the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances
existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because
of the market price of the Issuer’s Shares or otherwise, they may acquire shares of common stock or other securities of the
Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the
Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired
by the Reporting Persons either in the open market or in privately negotiated transactions.
The Reporting Persons reserve the right to be
in contact with members of the Issuer’s management, the members of the Issuer’s Board of Directors, other significant shareholders
and others regarding alternatives that the Issuer could employ to increase shareholder value.
The Reporting Persons further reserve the right
to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so,
and/or to recommend courses of action to the Issuer’s management, the Issuer’s Board of Directors, the Issuer’s shareholders and
others.
Item 5. Interest in Securities
of the Issuer
| (a) | As of the date hereof, each of the Sabby Management and Hal Mintz may be deemed to be the beneficial owners of 407,201 Shares, constituting 9.99% of the Shares. As of the date hereof, Sabby Healthcare may be deemed the beneficial owner of 335,105 Shares, constituting 8.22% of the Shares. As of the date hereof, Sabby Volatility may be deemed the beneficial owner of 72,096 Shares, constituting 1.77% of the Shares.* |
| (b) | Each of Sabby Management and Hal Mintz (i) has the sole power to vote or direct the vote of 0 Shares; (ii) has the shared power to vote or direct the vote of 407,201 Shares; (iii) has the sole power to dispose or direct the disposition of 0 Shares; and (iv) has the shared power to dispose or direct the disposition of 407,201 Shares. Sabby Healthcare (i) has the sole power to vote or direct the vote of 0 Shares; (ii) has the shared power to vote or direct the vote of 335,105 Shares; (iii) has the sole power to dispose or direct the disposition of 0 Shares; and (iv) has the shared power to dispose or direct the disposition of 335,105 Shares. Sabby Volatility (i) has the sole power to vote or direct the vote of 0 Shares; (ii) has the shared power to vote or direct the vote of 72,096 Shares; (iii) has the sole power to dispose or direct the disposition of 0 Shares; and (iv) has the shared power to dispose or direct the disposition of 72,096 Shares* |
